Amended June 21, 2002
                                                          Approved June 27, 2002

                              TASTY BAKING COMPANY
                                _________________

                                     BY-LAWS
                                _________________


                                    ARTICLE I

                                     OFFICES
                                     -------

     Section 1. The principal office shall be at 2801 Hunting Park Avenue in the
City of Philadelphia, Commonwealth of Pennsylvania. The location of the
principal office shall, at all times, be within the limits of the Commonwealth
of Pennsylvania.

     Section 2. The corporation may also have offices at such other places both
within and without the Commonwealth of Pennsylvania, as the Board of Directors
may, from time to time, determine or the business of the corporation may
require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS
                            ------------------------

     Section 1. All meetings of the shareholders shall be held in the City of
Philadelphia, Pennsylvania, or at such other places within or without the
Commonwealth of Pennsylvania as the Board of Directors may designate.

     Section 2. The annual meeting of the shareholders shall be held on such day
in the months of April, May or June as the Board of Directors shall designate,
when they shall elect directors and transact such other business as may properly
be brought before the meeting.

                                       1

<PAGE>

     Section 3. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation may be called at any time by the Chairman of the Board or a
majority of the Board of Directors, or shareholders entitled to cast at least a
majority of the votes which all shareholders are entitled to cast at the
particular meeting, upon written request delivered to the Secretary of the
corporation. Such request shall state the purpose or purposes of the proposed
meeting. Upon receipt of any such request, it shall be the duty of the Secretary
to call a special meeting of the shareholders to be held at such time, not less
than ten nor more than sixty days thereafter, as the Secretary may fix. If the
Secretary shall neglect to issue such call, the person or persons making the
request may issue the call.

     Section 4. Written notice of every meeting of the shareholders, specifying
the place, date and hour and the general nature of the business of the meeting,
shall be served upon or mailed, postage prepaid, at least ten days prior to the
meeting, unless a greater period of notice is required by statute, to each
shareholder.

     Section 5. The officer having charge of the transfer books for shares of
the corporation shall prepare and make at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to notice of the
meeting and a complete list of the shareholders entitled to vote at the meeting,
arranged in alphabetical order, with the address and the number of shares held
by each which lists shall be kept on file at the principal office of the
corporation and shall be subject to inspection by any shareholder at any time
during usual business hours. Such lists shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.

     Section 6. Business transacted at all special meetings of shareholders
shall be limited to the purposes stated in the notice.

     Section 7. The presence, in person or by proxy, of shareholders entitled to
cast at least a majority of the votes which all shareholders are entitled to
cast on a particular matter, shall be requisite and shall constitute a quorum at
all meetings of the shareholders for the transaction of business, except as
otherwise provided by statute or by the articles of incorporation or by these
by-laws. If, however, any meeting of the shareholders cannot be organized
because a quorum has not attended, the shareholders entitled to vote thereat,
present in person or by proxy, shall have power, except as otherwise provided by
statute, to adjourn the meeting to such time and place as they may determine,
but in the case of any meeting called for the election of directors such meeting
may be adjourned from day to day or for

                                       2
<PAGE>

such longer periods not exceeding fifteen days each as the holders of a majority
of the votes present in person or by proxy and entitled to vote shall direct,
and those who attend the second of such adjourned meetings, although less than a
quorum, shall nevertheless constitute a quorum for the purpose of electing
directors. At any adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.

     Section 8. When a quorum is present or represented at any meeting, any
action to be taken shall be authorized by a majority of the votes cast at such a
meeting by all shareholders entitled to vote thereon, unless the question is one
upon which, by express provision of the statutes or of the articles of
incorporation or of these by-laws, a different vote is required in which case
such express provision shall govern and control the decision of such question.

     Section 9. Each shareholder shall at every meeting of the shareholders be
entitled to vote in person or by proxy, but no proxy shall be voted on after
three years from its date, unless coupled with an interest, and, except where
the transfer books of the corporation have been closed or a date has been fixed
as a record date for the determination of its shareholders entitled to vote,
transferees of shares which are transferred on the books of the corporation
within ten days next preceding the date of such meeting shall not be entitled to
vote at such meeting. In each election for directors, every shareholder entitled
to vote shall have the right, in person or by proxy, to multiply the number of
votes to which he may be entitled by the total number of directors to be elected
in the same election, and he may cast the whole number of such votes for one
candidate or he may distribute them among any two or more candidates. The
candidates receiving the highest number of votes up to the number of directors
to be elected shall be elected.

     Section 10. In advance of any meeting of shareholders, the Board of
Directors may appoint judges of election, who need not be shareholders, to act
at such meeting or any adjournment thereof. If judges of election be not so
appointed, the chairman of any such meeting may and, on the request of any
shareholder entitled to vote or his proxy, shall make such appointment at the
meeting. The number of judges shall be one or three. If appointed at a meeting
on the request of one or more shareholders entitled to vote or proxies, the
majority of shares present and entitled to vote shall determine whether one or
three judges are to be appointed. No person who is a candidate for office shall
act as a judge. The judges of election shall do all such acts as may be proper
to conduct the election or vote with fairness to all shareholders, and shall
make a written report of any matter determined by them and execute a certificate
of any fact found by them, if requested by the chairman of the meeting or any
shareholder

                                       3
<PAGE>

entitled to vote or his proxy. If there be three judges of election, the
decision, act or certificate of a majority, shall be effective in al respects as
the decision, act or certificate of all.

                                   ARTICLE III

                                    DIRECTORS
                                    ---------

     Section 1. The number of directors which shall constitute the board shall
never be less than three (3) and shall never be more than ten (10). The Board of
Directors may by a vote of not less than a majority of the authorized number of
directors increase or decrease the number of directors from time to time,
without a vote of the shareholders; provided, however, that any such decrease
shall not eliminate any director then in office. Effective with the election of
directors at the annual meeting of shareholders to be held in 1986, the
directors shall be classified, with respect to the time for which they severally
hold office, into three classes, as nearly equal in number as possible, as shall
be provided in the manner specified in these by-laws; one class to hold office
initially for a term expiring at the annual meeting of shareholders to be held
in 1987, another class to hold office initially for a term expiring at the
annual meeting of shareholders to be held in 1988, and another class to hold
office initially for a term expiring at the annual meeting of shareholders to be
held in 1989, with the members of each class to hold office until their
successors are elected and qualified. The number of directors in each class
shall be determined by a vote of not less than a majority of the authorized
number of directors. At the annual meeting of shareholders of the corporation to
be held in 1987 and thereafter, the successors to the class of directors whose
term expires at that meeting shall be elected to hold office for a three year
term and until their successors are elected and qualified.

     Section 2. Except as otherwise prescribed in the articles of incorporation,
notwithstanding anything contained in these by-laws to the contrary, and
notwithstanding the fact that a lesser percentage may be permitted by law, the
affirmative vote of the holders of at least seventy-five percent (75%) of the
voting power of all shares of the corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
remove any director from office without assigning any cause for such removal at
any annual or special meeting of shareholders. Except as otherwise prescribed in
the articles of incorporation, notwithstanding anything contained in these
by-laws to the contrary, and notwithstanding the fact that a lesser percentage
may be permitted by law, the affirmative vote of the holders of at least
seventy-five percent (75%) of the voting power of all shares of the corporation
entitled to vote generally in the election of directors, voting together as a
single class,

                                       4
<PAGE>

shall be required to alter, amend or adopt any provisions inconsistent with, or
repeal Section 1 or Section 2 of this Article III, or any provision thereof at
any annual or special meeting of shareholders.

     Section 3. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors shall be filled by the
affirmative vote of a majority of the remaining directors, though less than a
quorum. Any director so elected shall hold office for the remainder of the full
term of the class of directors in which the new directorship was created or the
vacancy occurred and until such director's successor shall have been elected and
qualified.

     Section 4. The business of the corporation shall be managed by its board of
directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the articles of incorporation
or by these by-laws directed or required to be exercised and done by the
shareholders.

                       MEETINGS OF THE BOARD OF DIRECTORS
                       ----------------------------------

     Section 5. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the Commonwealth of
Pennsylvania.

     Section 6. The first meeting of each newly elected Board of Directors shall
be held immediately following the annual meeting of the shareholders at the
corporation's principal office unless a different time and place shall be fixed
by the shareholders at the meeting at which such directors were elected and no
notice of such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a majority of the whole board
shall be present. In the event such meeting is not held at such time and place,
or in the event of the failure of the shareholders to fix a different time or
place for such first meeting of the newly elected Board of Directors, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for such meetings of the Board of Directors, or as
shall be specified in a written waiver signed by all of the directors.

     Section 7. Regular meetings of the Board of Directors may be held without
notice on the third Friday of each month at the principal office of the
corporation or at such other time or place as shall from time to time be
determined by the board.

     Section 8. Special meetings of the Board may be called by the Chairman of
the Board or Chief Executive Officer on one day's notice to each director,
either personally or by mail or by telegram; special meetings shall be called by
the Chairman of the Board or Secretary in like manner and

                                       5
<PAGE>

on like notice on the written request of two directors, which request shall
state the purpose or purposes of the proposed meeting.

     Section 9. At all meetings of the board a majority of the directors in
office shall be necessary to constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     Section 10. The order of business at all meetings of the board shall be
substantially as follows:

     (1) Roll Call. A quorum being present.

     (2) Reading and approval of minutes of preceding meeting of Directors.

     (3) Reading and approval of unapproved minutes of Executive Committee.

     (4) Reports of officers.

     (5) Unfinished business.

     (6) New business.

     Section 11. If all the directors shall severally or collectively consent in
writing to any action to be taken by the corporation, such action shall be as
valid a corporate action as though it had been authorized at a meeting of the
Board of Directors.

     Section 12. In the event a national disaster or national emergency is
proclaimed by the President or Vice-President of the United States, the
directors, even though there may be less than a quorum present, may take all
actions which they could have taken if a quorum had been present.

     Section 13. One or more directors may participate in a meeting of the board
or any committee of the board by means of conference telephone or similar
communications equipment by means of which all persons participating in such
meeting can hear each other.

                                       6

<PAGE>

                               EXECUTIVE COMMITTEE
                               -------------------

     Section 14. The Board of Directors may, by resolution passed by a majority
of the whole board, designate two or more of its number to constitute an
Executive Committee which, to the extent provided in such resolution shall have
and exercise the authority of the Board of Directors in the management and
business of the corporation. Vacancies in the membership of the committee shall
be filled by the Board of Directors at a regular or special meeting of the Board
of Directors. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the board when required.

                            COMPENSATION OF DIRECTORS
                            -------------------------

     Section 15. The Board of Directors shall have the power to fix, and from
time to time to change, the compensation of the directors of the corporation
which compensation may include an annual retainer fee and a fee for attendance
at regular or special meetings of the board and of any committees of the board.

                                CHAIRMAN EMERITUS
                                -----------------

     Section 16. Any director who shall have served as Chairman of the Board or
as Chairman and Chief Executive Officer may be appointed by the Board of
Directors to hold the position of Chairman Emeritus for such time as the board
shall by resolution determine from time to time which may extend beyond his term
as a director. Following the end of his term as a director, the Chairman
Emeritus (i) shall not be entitled to continue to receive the directors' annual
retainer fee, (ii) shall be entitled to attend meetings of the Board of
Directors and to be paid the regular attendance fee therefor but, (iii) shall
have no vote at such meetings or responsibility for actions taken by the Board
of Directors.

                                DIRECTOR EMERITUS
                                -----------------

     Section 17. Upon retirement, the Board of Directors may elect a director to
the position of Director Emeritus. The Director Emeritus shall serve for a one
year term and may be re-elected by the Board of Directors for one further one
year term but may not serve for more than two such one year terms. The Director
Emeritus (i) shall not be entitled to continue to receive the directors' annual
retainer fee, (ii) shall be entitled to attend meetings of the Board of
Directors and to be paid the regular attendance fee therefor but, (iii) shall
have no vote at such meetings or responsibility for actions taken by the Board
of Directors.

                                       7

<PAGE>

                                   ARTICLE IV

                                     NOTICES
                                     -------

     Section 1. Notices to directors and shareholders shall be in writing and
delivered personally or mailed to the directors or shareholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.

     Section 2. Whenever any notice is required to be given under the provisions
of the statutes or of the articles of incorporation or of these by-laws, a
waiver thereof in writing signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS
                                    --------

     Section 1. The officers of the corporation shall be chosen by the Board of
Directors and shall be a Chairman of the Board, a Chief Executive Officer, a
President, a Vice-President, a Secretary and a Treasurer. The Board of Directors
may also choose additional vice-presidents and one or more assistant secretaries
and assistant treasurers.

     Section 2. The Board of Directors, immediately after each annual meeting of
shareholders, shall elect a Chairman of the Board. The board shall also annually
choose a Chief Executive Officer, a President, a Vice-President, a Secretary and
a Treasurer who need not be members of the board.

     Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

     Section 4. The salaries of all officers of the corporation shall be fixed
by the Board of Directors.

     Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any

                                       8
<PAGE>

time by the affirmative vote or a majority of the Board of Directors. Any
vacancy occurring in any office of the corporation shall be filled by the Board
of Directors.

                              CHAIRMAN OF THE BOARD
                              ---------------------

     Section 6. The Chairman of the Board shall be a full-time employee of the
corporation, shall consult with and advise the Chief Executive Officer on a
day-to-day basis and shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe. The Chairman of the
Board shall preside at all meetings of the Board of Directors and all meetings
of the shareholders.

                             CHIEF EXECUTIVE OFFICER
                             -----------------------

     Section 7. The Chief Executive Officer shall have general supervisory
responsibility and authority over the officers of the corporation, shall see
that all orders and resolutions of the Board of Directors are carried into
effect, shall preside at all meetings of the Board of Directors in the absence
of the Chairman, and shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe. The Board of
Directors shall determine the person or persons who shall perform the duties and
exercise the powers of the Chief Executive Officer in the absence or disability
of the Chief Executive Officer.

     Section 8. The Chief Executive Officer shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the corporation.

                                  THE PRESIDENT
                                  -------------

     Section 9. The President shall be the chief operating officer of the
corporation, shall, under the direction of the Chief Executive Officer, have
general and active management of the business of the corporation and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe. The Board of Directors shall determine the
person or persons who shall perform the duties and exercise the powers of the
President in the absence or disability of the President.

                                       9
<PAGE>

                               THE VICE-PRESIDENTS
                               -------------------

     Section 10. The Vice-President or Vice-Presidents shall perform such duties
and have such powers as the Board of Directors may from time to time prescribe.

                    THE SECRETARIES AND ASSISTANT SECRETARIES
                    -----------------------------------------

     Section 11. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the Executive Committee
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and affix the same to any instrument requiring it
and, when so affixed, it shall be attested by his signature or by the signature
of an assistant Secretary.

     Section 12. The assistant Secretary, or if there are more than one, the
assistant secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS
                     --------------------------------------

     Section 13. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

     Section 14. He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

     Section 15. If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration of the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

                                       10

<PAGE>

     Section 16. The assistant Treasurer, or if there shall be more than one,
the assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                             CERTIFICATES OF SHARES
                             ----------------------

     Section 1. The certificates of shares of the corporation shall be numbered
and registered in a share register as they are issued. They shall exhibit the
name of the registered holder and the number and class of shares and the series,
if any, represented thereby and the par value of each share or a statement that
such shares are without par value as the case may be.

     Section 2. Every share certificate shall be signed by the Chairman of the
Board and the Treasurer and shall be sealed with the corporate seal which may be
facsimile, engraved or printed.

     Section 3. Where a certificate is signed (1) by a transfer agent or (2) by
a transfer agent and/or registrar, the signature of such Chairman of the Board
and Treasurer may be facsimile. In case any officer or officers who have signed,
or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.

                                       11

<PAGE>

                         LOST OR DESTROYED CERTIFICATES
                         ------------------------------

     Section 4. The Board of Directors shall direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, destroyed or
wrongfully taken, upon the making of an affidavit of that fact by the person
claiming the share certificate to be lost, destroyed or wrongfully taken. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, destroyed or wrongfully taken,
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged to have been
lost, destroyed or wrongfully taken.

                               TRANSFERS OF SHARES
                               -------------------

     Section 5. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                            CLOSING OF TRANSFER BOOKS
                            -------------------------

     Section 6. The Board of Directors may fix a time, not more than
seventy-five days, prior to the date of any meeting or shareholders or the date
fixed for the payment of any dividend or distribution or the date for the
allotment of rights or the date when any change or conversion or exchange of
shares will be made or go into effect, as a record date for the determination of
the shareholders entitled to notice of and to vote at any such meeting or
entitled to receive payment of any such dividend or distribution or to receive
any such allotment of rights or to exercise the rights in respect to any such
change, conversion or exchange of shares. In such case only such shareholders as
shall be shareholders of record on the date so fixed shall be entitled to notice
of and to vote at such meeting or to receive payment of such dividend or to
receive such allotment of rights or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
any record date so fixed. The Board of Directors may close the books of the
corporation against transfers of shares during the whole or any part of such
period and in such case written or printed notice thereof shall be mailed at
least ten days before the closing thereof to each shareholder of record at the
address appearing on the records of the corporation or supplied by him to the
corporation for the purpose of notice.

                                       12

<PAGE>

                             REGISTERED SHAREHOLDERS
                             -----------------------

     Section 7. The corporation shall be entitled to treat the holder of record
of any share or shares as the holder in fact thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, and shall not be liable for any registration or transfer of
shares which are registered or to be registered in the name of a fiduciary or
the nominee of a fiduciary unless made with actual knowledge that a fiduciary or
nominee of a fiduciary is committing a breach of trust in requesting such
registration or transfer, or with knowledge of such facts that its participation
therein amount to bad faith.

                                   ARTICLE VII

                          INDEMNIFICATION AND INSURANCE
                          -----------------------------

            INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
            --------------------------------------------------------

     Section 1. The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe this conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 2. The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise against expense (including

                                       13

<PAGE>

attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation. No such indemnification against expenses shall be made,
however, in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless and only to the extent that the Court of
Common Pleas of the county in which the registered office of the corporation is
located or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Common Pleas or such other court
shall deem proper.

     Section 3. Indemnification under Sections 1 and 2 of this Article shall be
made by the corporation when ordered by a court or upon a determination that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in those
Sections. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

     Section 4. In addition to and notwithstanding the limited indemnification
provided in Sections 1, 2 and 3 of this Article, the corporation shall indemnify
and hold harmless its present and future officers and directors of, from and
against any and all liability, expenses (including attorneys' fees), claims,
judgments, fines and amounts paid in settlement, actually incurred by such
person in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
but not limited to any action by or in the right of the corporation), to which
such person is, was or at any time becomes, a party, or is threatened to be made
a party, by reason of the fact that such person is, was or at any time becomes a
director or officer of the corporation, or is or was serving or at any time
serves at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other person
of any nature whatsoever. Nothing contained in this Section 4 shall authorize
the corporation to provide, or entitle any officer or director to receive,
indemnification for any action taken, or failure to act, which action or failure
to act is determined by a court to have constituted willful misconduct or
recklessness.

     Section 5. Expenses incurred in defending a civil or criminal action, suit
or proceeding of the kind described in Sections 1, 2 and 4 of this Article shall
be paid by the corporation in

                                       14
<PAGE>

advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking, by or on behalf of the person who may be entitled to
indemnification under those Sections, to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation.

     Section 6. The indemnification, advancement of expenses and limitation of
liability provided in this Article shall continue as to a person who has ceased
to be a director or officer of the corporation and shall inure to the benefit of
the heirs, executors and administrators of such a person.

     Section 7. Nothing herein contained shall be construed as limiting the
power or obligation of the corporation to indemnify any person in accordance
with the Pennsylvania Business Corporation Law as amended from time to time or
in accordance with any similar law adopted in lieu thereof. The indemnification
and advancement of expenses provided under this Article shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
shareholders or directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding that office.

     Section 8. The corporation shall also indemnify any person against
expenses, including attorneys' fees, actually and reasonably incurred by him in
enforcing any right to indemnification under this Article, under the
Pennsylvania Business Corporation Law as amended from time to time or under any
similar law adopted in lieu thereof.

     Section 9. Any person who shall serve as director, officer, employee or
agent of the corporation or who shall serve, at the request of the corporation,
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall be deemed to do so with
knowledge of and in reliance upon the rights of indemnification provided in this
Article, in the Pennsylvania Business Corporation Law as amended from time to
time and in any similar law adopted in lieu thereof.

                                       15

<PAGE>

                                    INSURANCE
                                    ---------

     Section 10. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability.

                       LIMITATION OF DIRECTORS' LIABILITY
                       ----------------------------------

     Section 11. No director of this corporation shall be personally liable for
monetary damages as such for any action taken or failure to take any action, on
or after January 27, 1987, unless (a) the director has breached or failed to
perform the duties of his office under Section 8363 of Title 42 of the
Pennsylvania Consolidated Statutes Annotated (relating to the standard of care
and justifiable reliance of directors); and (b) the breach or failure to perform
constitutes self dealing, willful misconduct or recklessness; provided, however,
that the provisions of this Section 11 shall not apply to the responsibility or
liability of a director pursuant to any criminal statute, or the liability of a
director for the payment of taxes pursuant to local, state or federal law.

                                  ARTICLE VIII

                               GENERAL PROVISIONS
                               ------------------

                                    DIVIDENDS
                                    ---------

     Section 1. Dividends upon the shares of the corporation, subject to the
provisions of the articles of incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in its shares, subject to the provisions of
the articles of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purposes as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                       16

<PAGE>

     Section 3. The directors shall send, or cause to be sent, to the
shareholders, within one hundred twenty (120) days after the close of the fiscal
year of the corporation, a financial report as of the closing date of the
preceding fiscal year.

                                     CHECKS
                                     ------

     Section 4. All checks or demands for money and notes of the corporation
shall be signed manually or by facsimile signature of such officer or officers
or such other person or persons as the Board of Directors may from time to time
designate.

                                   FISCAL YEAR
                                   -----------

     Section 5. The fiscal year of the corporation shall be fixed by resolution
of the Board of Directors.

                                      SEAL
                                      ----

     Section 6. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Pennsylvania." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                        SHAREHOLDER EQUITY PROTECTION ACT
                        ---------------------------------

     Section 7. In accordance with Section 910A(1) of the PA Business
Corporation Law, the provisions of Section 910 shall not apply to the
corporation.

                      1990 ANTI-TAKEOVER AMENDMENTS TO THE
                      PENNSYLVANIA BUSINESS CORPORATION LAW
                      -------------------------------------

     Section 8. The provisions of Section 1715 of Title 15 of the Pennsylvania
Consolidated Statutes shall be applicable to the corporation.

     Section 9. Subchapter G of Chapter 25 of Title 15 of the Pennsylvania
Consolidated Statutes as enacted by Act No. 36 of 1990, shall not be applicable
to the corporation.

     Section 10. Subchapter H of Chapter 25 of Title 15 of the Pennsylvania
Consolidated Statutes as amended by Act No. 36 of 1990, shall not be applicable
to the corporation.

                                       17
<PAGE>

                                   ARTICLE IX

                                   AMENDMENTS
                                   ----------

     Section 1. These by-laws may be altered, amended or repealed by a majority
vote of the shareholders entitled to vote thereon at any regular or special
meeting duly convened after notice to the shareholders of that purpose or by a
majority vote of the members of the Board of Directors at any regular or special
meeting duly convened after notice to the directors of that purpose, subject
always to the power of the shareholders to change such action by the directors.


                                       18